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EXHIBIT 10.8
STOCK PLAN
This agreement, dated September 16, 1992, is made between and among Xxxxxx X.
Xxxxxxx, (hereinafter called "employee"), Xxxxxx X. Xxxxxxxx, (hereinafter
called "owner"), and Young Dental Manufacturing Company, Inc. (hereinafter
called "Company"), and is intended to advance the interests of the Company and
its stockholders by enabling the Company to attract and retain in its employ
men and women of training, experience, and ability. The Agreement will give
employees an opportunity to acquire a proprietary interest in the success of
the Company through the purchase of the Company's Common Stock (hereinafter
called "stock").
PURCHASE OF SHARES:
A) INITIAL - The employee may purchase only whole shares from
the owner at a price of $17.33 per share upon
signing this agreement. The employee is limited
to purchase the number of shares up to a value not
greater than the gross profit sharing bonus paid
to the employee for the year of the purchase.
B) SUBSEQUENT - The employee may purchase any number of whole
shares from the owner up to a value not greater
than the gross profit sharing bonus payable by the
Company to the employee or any other value as
allowed by the owner in the subsequent year of
purchase. The employee can make the purchase up
to fourteen days after the date of payment of the
profit sharing bonus or the date of appraisal for
the prior year's valuation, whichever is later.
The price per share shall be determined as in
PRICE OF SHARES. This offer may be withdrawn at
any time by owner as per OWNERS REFUSAL TO SELL.
PAYMENT FOR SHARES:
The employee shall make payment to the owner upon exercising his option to
purchase shares as allowed under this agreement.
ENTITLEMENT OF SHARES:
The employee receives the title and rights to all benefits or liabilities
of the shares purchased by him as of the effective date of purchase of the
shares.
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SALE OF SHARES:
A) TIMING - The employee may sell his shares of stock at any time except
that the employee must sell his shares of stock when his employment
ceases with the Company. The date of sale when employment ceases
shall be the last date of employment.
B) VALUATION - The price of the shares sold by the employee shall be as
set forth in PRICE OF SHARES.
C) PAYMENT - The employee shall receive his gross sale proceeds, which is
the total number of shares sold multiplied by the price, within thirty
days of the sale or the date of appraisal for the prior year's
valuation, whichever is later.
D) PURCHASER - The employee must first offer his shares for sale to the
owner. If refused by the owner, then the employee can sell his shares
to the Company except as otherwise provided for in this agreement.
PRICE OF SHARES:
The redemption or purchase price paid for each share of stock pursuant to
the terms of this agreement shall be the value as computed in the following
manner (if not otherwise determined) divided by the number of issued and
outstanding shares:
A) PURCHASE VALUE - The value of the Company shall be determined by the
most recent appraisal made or in the process of being made by an
independent Certified Public Accountant.
B) SALE VALUE - The value of the Company shall be determined by the most
recent appraisal made or in process of being made by an independent
Certified Public Accountant.
C) TIMING OF APPRAISAL - An appraisal shall be done not less than once a
year. The date of the appraised value shall be December 31 for the
year undertaken.
TERMINATION OF EMPLOYMENT:
In the event the employee ceases employment with the Company, for whatever
reason, the employee must sell all shares owned by the employee as per the
SALE OF SHARES provided in this agreement.
DEATH OF EMPLOYEE:
In the event of the death of the employee, the transferee (surviving
spouse, heirs, etc.) shall sell all shares of Company Stock as per the SALE
OF SHARES provided in this agreement.
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SALE OF YOUNG DENTAL:
If the owner sells more than 50% of the stock to one entity or person, then
the employee shall sell his shares as per the SALE OF SHARES provided in
this agreement, or to the entity or person purchasing from the owner, it
being agreed that the price paid by the entity or person shall be equal to
the price paid the owner.
OWNERS REFUSAL TO SELL:
The owner may, at any time, refuse to offer his shares for sale to the
employee. The employee will have no recourse if refusal to sell is made;
however, such refusal does not void this Agreement for possible future
purchases by the employee from the owner.
GENERAL PROHIBITION:
The employee shall not without the written consent of the other parties to
this Agreement, assign, pledge, give, transfer, or execute any loans or in
any manner encumber any interest in all or any part of the stock of the
Company now owned or hereafter acquired by him.
TERM:
The Agreement shall continue until termination of the Agreement by action
of the Board of Directors or stockholders. Upon written notice to employee
of such termination, the restrictions contained in this Agreement and the
other provisions set forth herein shall remain in full force and effect.
EMPLOYMENT:
Nothing in this Agreement shall confer on employee any right to continue in
the employ of the Company or affect in any way the right of the Company to
terminate employee's employment at any time.
INDEMNIFICATION:
The members of Company's Board of Directors shall be indemnified by the
Company to the extent provided by the Company's By-Laws or applicable law
for any action or failure to act under or in connection with this
Agreement.
ENDORSEMENT OF STOCK:
Employee shall have endorsed upon employee's stock certificates the
following:
This certificate may be sold or transferred only upon compliance with the
terms and conditions of an Agreement dated September 16, 1992, a copy of
which is on file with the Secretary of the Corporation.
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Chapter S Status:
The employee agrees that he will cause the Corporation to elect to be taxed
under Chapter S of the Internal Revenue Code and that he will not transfer
the stock of the Corporation if such transfer will cause the Corporation to
lose its election to be taxed under Chapter S of the Internal Revenue Code.
Further, the employee agrees not to take any action without the consent of
the Company in writing to unilaterally terminate the S election.
Disclosures of Information:
Each Employee recognizes and acknowledges that it will have access to
certain confidential information of the Company and of entities affiliated
with the Company and that such information constitutes valuable, special
and unique property of the Company and such other entities. The Employee
will not, during or after the term of this Agreement, disclose any of such
confidential information to any person, firm, corporation, association or
other entity for any reason or purpose whatsoever, except to authorized
representatives of the Company and its affiliated entities In the event
of a breach or threatened breach by the Employee of the provisions of this
paragraph, the Company shall be entitled to an injunction restraining the
Employee from disclosing, in whole or in part, such confidential
information. Nothing herein shall be construed as prohibiting the Company
from pursuing any other remedies available to it for such breach,
including the recovery of damages from the Employee.
MISCELLANEOUS:
A) Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Missouri.
B) Entire Agreement. This Agreement contains the understanding of the
parties. There are no other agreements other than those expressly
provided for herein. This Agreement supersedes all prior agreements,
if any, between the parties with respect to such subject matter. No
modification or amendment of any provision of this Agreement shall be
effective unless specifically made in writing and signed by the
parties.
C) Severability of Invalid Provision. If one or more agreements provided
herein should be contrary to law, then such agreement or agreements
shall be null and void and shall not affect the validity of the other
provisions of this Agreement.
D) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties, their heirs, successors and
assigns, and no other person shall acquire or have any right under or
by virtue of this Agreement.
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E) Section Headings. The section headings contained in this Agreement are
inserted only as a matter of convenience and do not define, or limit,
extend or describe the scope of this Agreement or the intent of any of
the provisions hereof.
F) Counterparts. This Agreement may be extended in one or more
counterparts, and shall become effective when one or more counterparts
have been signed by each of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement the date
written above.
By /s/ Xxxxxx X. Xxxxxxxx
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'Owner'
By /s/ Xxxxx Xxxxxxx By /s/ Xxxxxx X. Xxxxxxxx
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'Employee' President,
Young Dental Manufacturing Co.
'Company'
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Stock Plan (Dated 9/16/92)
MODIFICATION
The Stock Plan Agreement, dated September 16, 1992, between and among employee,
owner and Company is hereby modified in the following manner:
1. The parties acknowledge that Company has terminated its election to
be taxed under Chapter S of the Internal Revenue Code, and, on that
basis, agree to the deletion of the section with the heading,
"Chapter S Status".
2. Replace any and all references to "Xxxxxx X. Xxxxxxxx" with "Xxxxxx
X. Xxxxxxxx Revocable Trust Dated July 6, 1973 And Amendments
Thereto."
By:/s/ Xxxxxx X. Xxxxxxxx
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"Owner"
By:/s/ Xxxxx Xxxxxxx
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"Employee"
By:/s/ Xxxxxx X. Xxxxxxxx
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President
Young Dental Manufacturing Company
"Company"
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WAIVER
I, Xxxxxx X. Xxxxxxx, agree to waive any and all liability against Xxxxxx X.
Xxxxxxxx, an individual, and Young Dental Manufacturing Company, a corporation,
and its directors and officers due to the Young Dental common stock valuation
as determined by Grace & Company, P.C. and received by Young Dental on March,
1993. I understand that said valuation was affected by the decision by Young
Dental to change its tax status from an "S" corporation to a "C" corporation.
I further understand that if such change in tax status had not been taken into
account by Grace & Company, P.C., the resulting valuation could have been
materially different from the March, 1993 valuation Young Dental received from
Grace & Company, P.C. On the basis of the above, I hereby agree that the
March, 1993 valuation is the proper valuation to use relative to the exercise
of any rights I may have as set forth in my September 16, 1992 stock agreement
with Xxxxxx X. Xxxxxxxx, Xxxxx Dental, and me.
By /s/ Xxxxxx Xxxxx Xxxxxxx May 7, 1993
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Xxxxxx X. Xxxxxxx Date
